MONTREAL, Oct. 5 /CNW Telbec/ - Emergence Resort Canada Inc.
("Emergence") (TSX-V:ERS.H), a capital pool company listed on the NEX board,
is pleased to announce that it reached an Agreement in Principle with CSP
Telecom ("CSP") dated September 28th, 2007, and has agreed, subject to
regulatory and shareholder approval, to initiate procedures for the conclusion
of an arm's length qualifying transaction in accordance with Policy 2.4 of the
TSX Venture Exchange Corporate Finance Manual (herein referred to as the
The proposed Qualifying Transaction consists of the acquisition of all of
the issued and outstanding shares and securities of CSP, a company based in
Quebec City, Quebec. CSP is a company specialized in the building and
modernization of external technical networks as well as in the installation of
technical equipment and related post-installation support, maintenance and
For the fiscal year ended September 30th, 2006, CSP had assets totalling
$330,039, liabilities of $259,890 for a net result of $70,049. For 2006, CSP
reported revenues (unaudited) of $353,336 and an EBITDA of $78,941. As for
fiscal year ended September 30, 2007, CSP had assets totalling $476,198,
liabilities of $320,282 for a net result of $50,768. For 2007, it is
anticipated that CSP's revenues shall be of approximately $947,500 with an
EBITDA of $78,647.
CSP was established in June 2004 as incorporated in September 2005
pursuant to the Companies Act (Quebec) and has been in operation since then.
Its head office is located at 5100 des Tournelles, Suite 225, Quebec City,
Quebec, G2J 1E4. The shareholders of CSP are Mr. Claude Stéphane Payeur and
Payeur Corporation Canada Inc.
The parties have agreed that the aggregate purchase price for all of the
issued and outstanding shares of CSP shall be five million dollars
($5,000,000) ( the "Purchase Price") payable by the issuance of 10,000,000
Class "A" common shares of Emergence (the "Common Shares") at a deemed price
of fifty cents ($0.50) per Common Share. Furthermore, Emergence intends to
close a concurrent financing of up to five million dollars ($5,000,000) (the
"Concurrent Financing"). The Concurrent Financing will consist in the issuance
of ten million (10,000,000) units (each unit comprised of one common share at
fifty cents ($0.50) and one whole common share purchase warrant exercisable at
a price of seventy-five cents ($0.75), valid for a period of eighteen (18)
months from the date of issuance (the "Units").
Subject to a satisfactory due diligence, Northern Securities Inc.
("Northern") as agreed to act as sponsor in connection with the proposed
Qualifying Transaction. An agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the likelihood of
The value attributed to CSP may be subject to a valuation conducted by an
independent valuator which in such an event, would be selected and paid by
Emergence. Should the independent valuation establish a different value than
the Purchase Price, the Purchase Price will be adjusted and the number of
Common Shares either reduced or issued accordingly.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange has in no way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor disapproved
the content of this press release.
Further information regarding the proposed Qualifying Transaction will be
For further information:
For further information: Please direct all inquiries to: CSP Telecom:
Mr. Robert Demers, President and Chief Executive Officer, (418) 663-8383 or
1-866-663-8383; Emergence Resort Canada Inc.: Mr. Francois Houille de
Beaulieu, President, (514) 933-1503